Securities code: Tianjin Jinbin Development Co.Ltd(000897) securities abbreviation: Tianjin Jinbin Development Co.Ltd(000897) Announcement No.: 202207 Tianjin Jinbin Development Co.Ltd(000897)
Announcement on the proposed delisting capital increase and subsequent capital increase for the project company according to the proportion of equity and the amount of shareholder loans and financing support
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
The proposed cooperative development of Tianjin jinhongmustard hanging plot 2021037 project (hereinafter referred to as the “target project”) under Tianjin Zhonghai Haixin real estate Co., Ltd. (hereinafter referred to as “Haixin company” or “project company”) must first increase capital to Haixin company through public delisting. The matter was publicly conducted in Beijing property rights exchange in accordance with the relevant rules of state-owned assets property rights trading. There is some uncertainty whether the final delisting can be achieved. Whether the company finally realizes the successful delisting and capital increase is the prerequisite for the subsequent capital increase according to the equity ratio and the implementation of the amount of shareholder loan and financing support.
1、 Overview
1. In order to improve the project development capacity of the company, Tianjin Jinbin Development Co.Ltd(000897) (or the wholly-owned subsidiary of the company, hereinafter referred to as “the company”) plans to cooperate in the development of Tianjin jinhongmustard hanging plot 2021037 project (hereinafter referred to as “the subject project”) owned by Haixin company by means of capital increase and equity participation, combined with providing shareholder loan and financing support.
Haixin company is a new project company established by Beijing Zhonghai Real Estate Co., Ltd. (hereinafter referred to as “Beijing Zhonghai”) in September 2021. Its main business is the special development of Jinhong mustard hanging plot 2021037 project, with a registered capital of 30 million yuan.
The subject project is located in the southeast of the intersection of mustard Garden Road and Fuxing Road in Hongqiao District. Its four ends are: lingdangge road in the East, Xiguan Street in the south, Fuxing Road in the West and Guihua middle school in the north. The transferred land area of the plot is 667264 square meters and the construction area is 181200 square meters. The construction area of residential land in plot C is 59300 square meters; The construction area of residential land in plot D is 109000 square meters (including 1664 square meters of commercial service outlets). Plot a is a cultural activity center with a construction area of 3000 square meters and a nursing home for the elderly with a construction area of 5900 square meters; Plot B is a 4000 square meter kindergarten. The plot needs to be equipped with self-supporting rental housing of no less than 16800 square meters.
On January, 2029, the wholly-owned land use right of the project was signed by the subsidiary of Zhongxin in the form of transfer of the land use right of RMB 3.6 billion, and then obtained the land use right of Haixin in the form of bidding and auction.
2. Preconditions of this cooperative development
This cooperative development is premised on whether the initial public delisting and capital increase can be achieved.
Haixin company has registered the capital increase project of Tianjin Zhonghai Haixin real estate Co., Ltd. in Beijing Property Exchange (www.cbex. Com. CN) The listing documents were disclosed. After the capital increase, Beijing Zhonghai, the former shareholder of Haixin company, holds 34% of the shares, and two newly introduced investors hold 66% of the shares in total, of which investor I holds 34% and investor II holds 32%. After comparison with the qualification conditions of the investor, the company plans to participate in the delisting and capital increase according to the proportion of 32%.
According to the listing documents, the capital increase price of this listing is not lower than the evaluation results filed by China State Construction Engineering Corporation Limited(601668) Group Co., Ltd. According to the listing documents, the registered capital of Haixin company is 30 million yuan, and the net assets at the end of 2021 is 42.568 million yuan. At the end of 2020, the audited net assets of the company were 1.423 billion yuan. The company believed that the estimated bid authorized by the board of directors was lower than the major transaction standard that the company should disclose as stipulated in the stock listing rules, and did not meet the standard that the company should submit to the general meeting of shareholders for deliberation. In order to better ensure the smooth implementation of the company’s participation in the listing and capital increase, the company will participate in the delisting within the scope of authorization of the board of directors and in combination with the deliberation of subsequent matters by the general meeting of shareholders. If the company can successfully delist, it will disclose the delisting progress announcement as required.
3. Main cooperation matters of this development
In addition to the first delisting and capital increase, in the cooperative development of this project, all parties will mainly participate in the project development by means of continuing capital increase or providing shareholder loans in cash according to the equity ratio, and provide financing support for the project company according to the equity ratio. The capital source of the company’s participation in the cooperative development this time is self raised capital.
After calculating the development demand of the target project, if the company can successfully realize the public delisting and capital increase of Haixin company, the subsequent company will continue to participate in the development of Haixin company and the target project according to the equity ratio, including:
(1) According to the equity ratio and under the same conditions, continue to increase the capital of Haixin company, and the proposed capital increase amount shall not exceed 700 million yuan (including the capital increase amount listed for the first time).
(2) According to the equity ratio, under the same conditions, provide shareholder loan support to Haixin company with other shareholders at the same time. The total amount is limited to 1 billion yuan, and each loan shall not exceed the share that the shareholding ratio of the company should bear.
(3) In the later stage, depending on the financing needs of Haixin company, on the premise that other shareholders of the project company undertake corresponding obligations according to their equity ratio at the same time, provide them with guarantee or liquidity support of no more than 800 million yuan according to their equity ratio.
The above funds and financing support provided by the company to Haixin company will be specially used for the development and operation of the subject projects of Haixin company. In order to ensure the control of investment, the company will appoint directors, supervisors and senior managers in charge of key business processes such as finance to the project company to control the project company, and require to perform the joint approval authority.
4. This cooperative development does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
Beijing Zhonghai, the sole shareholder of Haixin company, and its actual controller have no relationship with the company. Due to public delisting, another investor (holding 34%) cannot be determined. If the delisted party is an affiliate of the company, the company will not increase capital, provide shareholder loans and financing support to Haixin company in accordance with the stock listing rules of Shenzhen Stock Exchange. On this premise, this cooperative development is not a related party transaction.
5. Deliberations
On March 11, 2022, the company held the second communication meeting of the seventh board of directors in 2022 to discuss the proposal on the proposed cooperative development of Tianjin hongmustard hanging plot 2021037 project and its sub proposals, the proposal on increasing capital to Tianjin Zhonghai Haixin real estate Co., Ltd. through public delisting, the proposal on increasing capital to Tianjin Zhonghai Haixin real estate Co., Ltd The proposal on providing shareholders’ loans in the same proportion to Tianjin Zhonghai Haixin real estate Co., Ltd. and the proposal on providing financing support for Tianjin Zhonghai Haixin real estate Co., Ltd. according to the shareholding ratio were deliberated, and 8 votes were in favor, 0 against The above proposal was deliberated and approved with 0 abstention (for details, see http://www.cninfo.com.cn on March 12, 2022) http://www.cn.info.com.cn. Announcement on the resolution of the second communication meeting of the seventh board of directors in 2022 (Announcement No. 202205)).
Among them, the proposal on increasing capital to Tianjin Zhonghai Haixin real estate Co., Ltd., the proposal on providing shareholder loans in the same proportion to Tianjin Zhonghai Haixin real estate Co., Ltd., and the proposal on providing financing support for Tianjin Zhonghai Haixin real estate Co., Ltd. according to the shareholding ratio need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Basic information of the project company
1. Name: Tianjin Zhonghai Haixin real estate Co., Ltd
2. Address: room 130345, gate 1.2, building 2, Baoneng entrepreneurship center, Xiyuzhuang street, Hongqiao District, Tianjin
3. Enterprise type: limited liability company
4. Legal representative: Ouyang Guoxin
5. Registered capital before capital increase: 30 million yuan
6. Main business: licensed project: real estate development and operation. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or permits of relevant departments) general items: Housing leasing; estate management; Non residential real estate leasing. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
7. Ownership structure:
Before the first delisting and capital increase, Haixin company was a wholly-owned subsidiary of Beijing Zhonghai Real Estate Co., Ltd.
The company will participate in the first delisting and capital increase of Haixin company as investor 2 (holding 32%). If we can successfully delist and increase the capital, the shareholding structure of Haixin company will be changed into that of the original shareholder, Beijing Zhonghai, with a shareholding ratio of 34%, investor I with a shareholding ratio of 34% and the company with a shareholding ratio of 32%.
If it can be delisted successfully, Haixin company will become a joint-stock company of the company and will not be included in the scope of the company’s consolidated statements.
8. Main financial information
Haixin company is a new project company established in September 2021 with Beijing Zhonghai as the development target. According to the listing documents, as of December 31, 2021, Haixin company had total assets of 18856104 million yuan, total liabilities of 18430423 million yuan and owner’s equity of 42.568 million yuan; The operating income is 16.8 million yuan and the net profit is 12.568 million yuan.
After verification, the project company is a non dishonest person to be executed.
3、 About the planned cooperative development and subsequent capital increase to Haixin company in the same proportion
1. Preconditions for subsequent capital increase
See “special tips” and “preconditions for this cooperative development”.
2. Main information of subsequent capital increase
If the company can successfully realize the public delisting and capital increase of Haixin company, the company will continue to increase the capital of Haixin company according to the equity ratio and under the same conditions, and the proposed capital increase amount shall not exceed 700 million yuan (including the capital increase amount listed for the first time). The actual capital increase amount shall be subject to the target project and shall be implemented within this limit. Other shareholders of Haixin company must also increase the capital of Haixin company according to the equity ratio under the same conditions. The capital increase is made in cash.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation. The board of directors requests the general meeting of shareholders to authorize the chairman of the company to handle matters related to capital increase within this limit on the premise of complying with the rules and regulations of the regulatory authorities.
3. Equity ratio after capital increase
Since the subsequent capital increase is carried out at the same time according to the equity ratio and under the same conditions, the equity ratio of each shareholder of Haixin company remains unchanged after the capital increase is completed. Haixin company will still be a joint-stock company of the company and will not be included in the scope of the company’s consolidated statements.
4. Purpose of the proposed capital increase project and its impact on the company
The company’s participation in the development of the subject project through capital increase is to expand the development needs of the main real estate industry through cooperation with the help of advantageous resources, which is conducive to the further development of the company’s main business. At the same time, the purpose of participating in cooperative development is to reduce investment risks, which is conducive to the needs of the stable development of the company.
4、 Relevant information about the subsequent provision of shareholder loans to the project company in the same proportion in this cooperative development
1. Preconditions for subsequent loans in the same proportion
See “special tips” and “preconditions for this cooperative development”.
2. It is proposed to provide an overview of shareholder loans in the same proportion
If the company can successfully realize the public delisting and capital increase of Haixin company, the company will provide shareholder loan support to Haixin company together with other shareholders according to the equity ratio and under the same conditions. The total amount is limited to RMB 1 billion, and each loan cannot exceed the share that the company should bear in the shareholding ratio. The actual loan amount is based on the target project, which needs to be implemented within this limit. Other shareholders of Haixin company must also provide shareholder loans to Haixin company according to the equity ratio under the same conditions.
The basic information of Haixin company has been explained in the “basic information of the project company” of this announcement.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation. The board of directors requests the general meeting of shareholders to authorize the chairman of the company to handle matters related to the provision of loans to Haixin company within this limit on the premise of complying with the rules and regulations of the regulatory authorities.
3. Before providing shareholder loans in the same proportion this time, the company did not provide loans to Haixin company.
4. After being deliberated and approved by the general meeting of shareholders, the company will sign a loan agreement with other shareholders of the project company according to the equity ratio and under the same conditions within the scope of authorization, and make a separate announcement.
5. The board of directors of the company believes that the above financial support provided by the company to Haixin company will be specially used for the development and operation of the subject projects of Haixin company. In order to ensure the control of investment, the company will appoint directors, supervisors and senior managers in charge of key business processes such as finance to the project company to control the project company, and require to perform the joint approval authority.
The subsequent provision of loans by the company to Haixin company according to the equity ratio will not have a significant adverse impact on the normal operation of the company and will not damage the interests of the company and all shareholders.
6. Independent directors express independent opinions on the above matters. The main contents are as follows: in this cooperative development, the company and all partners provide financial assistance for the subject project according to the shareholding ratio, which belongs to the normal process and actual needs of project development, and all parties provide loans in proportion at the same time, which is in line with the principle of fairness. The proposal was deliberated and adopted at the second communication meeting of the seventh board of directors in 2022. The convening procedures, voting procedures and methods of the meeting of the board of directors comply with the provisions of the company law and relevant normative documents. The board of directors followed the principles of openness, fairness and impartiality when considering the above-mentioned relevant proposals. This investment is in line with the fundamental interests of the company and does not damage the interests of the company and all shareholders. In conclusion, we agree to the matters related to the company’s cooperative development project.
7. This time, the loan amount to be provided by the company according to the equity ratio accounts for 70.25% of the company’s latest audited net assets, which has not been officially implemented. In addition, the company and its holding subsidiaries do not provide external financial assistance or overdue.
5、 The cooperative development will provide financing to the project company according to the shareholding ratio
